The Night Guard
by SuperWiiNES64
Summary: Two months after the conflict with the Grim, Ponyville is back on track and ready to celebrate Nightmare Night. Princess Luna excitedly sends her faithful Night Guard, the pteronasus Sidus, to oversee the preparations. Little does Sidus realize what awaits him in Ponyville; new friendships, a devious adversary, and an unexpected feeling for another.
1. Author's Notes

This is the author's notes. Used for my benefit as well as yours. Everything is subject to change.

* * *

This section is for the Pronunciation and Meaning of certain words and phrases to be used throughout the story.

Pteron (Ter-on) – Greek for 'Wing'

Pteronasus (Ter-on-a-sus) – A word I made up, used to name bat-winged pegasi.

Pteronasi (Ter-on-a-sai) – Plural for Pteronasus.

Nocturnes (Nock-turn-us) – Latin for 'Night'

Sidus (See-doos* or Sigh-duss**) – Latin for 'Star'

Tenebris (Ten-eh-brees) – Latin for 'the Dark'

Calligo (Cal-ee-go) – Latin for 'Cloud'

Servire Nocte (See-air-vee-eh Nock-teh) – Latin for 'to Serve the Night.'

Hive-Mother - A term 'my' Changelings use. It is meant as a respectful way to talk about Queen Chrysalis.

*How the name is supposed to be pronounced.

**How I pronounce it.


	2. Prologue

Howdy Reader,

This is an unintentional sequel to my ending to The9Tard's 'The Changeling And The Pony.' Read that one first, if you have not already.

* * *

**Prologue:**

Dear Princess Celestia,

There have been hard times in Ponyville recently. It started when a changeling attacked our own Fluttershy. She survived the encounter, but needed medical attention. After the attack, a male alicorn by the name of Darkhorn arrived in our town. He told us that he was a traveler hailing from Canterlot. After some encounters from my friends and I, he found himself at Fluttershy's cottage. Without either of their knowledge, my friends and I set up a 'you are better' party for Fluttershy. We invited the stallion to join us, which he did, though I believe with much reluctance. An accident with a piñata bat prompted us to leave Darkhorn in the care of Fluttershy.

It stormed heavily that night. During the storm a wayward Timber-Wolf found its way into Fluttershy's home. Darkhorn valiantly defended Fluttershy from the beast. The two became almost inseparable after that. Soon after Fluttershy's honey harvest, we caught wind of another party, planed by Rarity and Pinkie Pie. Supposedly, it was to reveal a secret Fluttershy and Darkhorn had been keeping. Fluttershy arrived at the party without Darkhorn, and irritation set in. after an outburst of frustration by Rainbow Dash, Fluttershy began to tell us a wonderful tale about her and Darkhorn; but it was interrupted by the arrival of a grotesque creature and the changeling that attacked Fluttershy. Rainbow impulsively fought the changeling in the sky, Fluttershy flying after them; while Applejack, Rarity, Pinkie Pie, and myself were left to challenge the invader. Spike attacked the creature after it threatened Rarity, but my poor assistant was injured for his brave effort.

The creature revealed itself to be called a Grim; a skeletal beast that feasts on negative emotions. The fiend was a fierce and violent combatant; it soundly thrashed the four of us into submission. Fluttershy, Rainbow and Darkhorn arrived on the scene. While the alicorn held off the Grim, Fluttershy and Rainbow helped us recuperate. Unfortunately Darkhorn also succumbed to the Grim's savagery. It seemed like all hope was lost, but Fluttershy roused our spirits and the Elements of Harmony appeared to us. We challenged the Grim again, but even with the Elements, we were no match for its trickery.

Then the Grim revealed the truth to us. Darkhorn was in fact the changeling that attacked Fluttershy. It seems that initially he had intended to feed on us, but he unexpectedly fell in love with Fluttershy. The reasoning behind his attacking us again was a spell from the Grim. The Grim then began to feed on Darkhorn, but a mysterious energy from Fluttershy connected her and Darkhorn together and renewed his strength. The Grim flew into a rage and attempted to kill Fluttershy. Darkhorn instinctively leaped to save her. He sacrificed his own life to protect her. His sacrifice awakened some kind of power; the power destroyed the Grim, and took the form of a spectral alicorn. We learned that it was called the Power of Love. The spirit explained the Power of Love's similarity to the Elements of Harmony, and its use at my brother's wedding. The spirit then revived Darkhorn for a final farewell.

I'm sure Fluttershy will write to you about the experience, as well the aftermath, but I wanted to submit this as an official report about the creature that attacked our town. A more thorough explanation of the creature's appearance and abilities shall be shall be sent soon.

Your Faithful Student, Twilight Sparkle

Two Months Later:

Fluttershy ran. She could not see where she was running; there was nothing but pitch-black darkness. She knew she had to run. Something forced her to. Her legs were moving, but they would not take her anywhere. Fear. That was what drove her, but fear of what? She turned her head to look behind her and saw it, the gargantuan skeletal creature that stalked her. The cold laugh from under its hood shrunk her eyes in terror. She tried to run faster, but she instead moved in reverse, towards the creature. She silently cried out for help, none came. The giant claw trapped her in its cage-like grip. It lifted her above its black maw. It dropped her. She fell with a silent scream. Darkness enveloped her. She fell forever. She saw a bright light above her, coming towards her. She reached out to touch the light. She felt hope. Two thin skeletal arms converged over the light and snuffed it out, along with her hope. A pair of large crimson eyes stared at her. A sharp row of teeth appeared under the eyes. It formed itself into a sinister grin. It roared at her.

Fluttershy awoke with a start. She sat up in her bed, panting heavily. The sweat on her body clung the sheets to her. She threw the damp sheets off and put on the robe that hung by her bed. She slowly walked to the window and looked at the moon. It would be full in a few days, just in time for Nightmare Night. She was exhausted from seeing these dreadful dreams night after night. A single star sparkled in the distance. Fluttershy stifled a sob. She sat on the floor and drooped her head. She quietly wept, remembering.


	3. Sidus

**Chapter One:  
****Sidus**

Dawn, the time of the day when Princess Celestia in Canterlot would raise the sun. Miles away her younger sister, Princess Luna in Castle Nocturnes, would lower the moon. Outside Princess Luna's quarters stood one of her pteronasus guards. The pteronasus are a mysterious breed of pegasus that rather then the standard feathery bird-like wings; they instead have leathery bat-like wings. They also have pupils that have been called 'dragon-like', rather then 'normal'. These traits cause a certain amount of fright amongst most 'normal' ponies. As a result, most of the pteronasi live at night and work for Princess Luna.

This particular pteronasus was a young stallion named Sidus. He was average sized male, with a slightly leaner build. His coat was midnight blue and his eyes were silver. His mane and tail were black and shorter then most. His cutie mark was a six pronged silver star, symbolic of his service to his princess. He wore a specially made black armor, for two reasons. One, the princess herself commissioned his special armor, and two his body color being midnight blue it would be redundant to wear blue armor like the rest of the guards. He personally did not like the extra attention she gave him, but being one of her Night Guard, Sidus had to spend a great deal of time with the princess anyway.

Even though the princess had been imprisoned in the moon a thousand years ago, there had always been a contingent of Night Guard stationed in Castle Nocturnes. Some in Equestria believed they were a cult, bent on serving a long lost legend; but for some nameless purpose Princess Celestia let them exist. Whatever her reasoning, the Night Guard survived a thousand years without their princess, and when she finally returned, they were there to serve her.

Sidus' father, Calligo, had trained him and his brother, Tenebris, to serve Princess Luna. He often said to the colts, 'My sons, one day our princess will return, and when she does we are expected to serve and protect her. No matter the cost. Servire Nocte.' Serve the night, the motto of the Night Guard. Sidus had never understood the meaning of the phrase; were they meant to literally serve the night, or just the princess of the night. Unlike him, Sidus' brother excelled at every aspect of his training; he was an excellent flyer, swordsman and strategist. While Sidus was an adept flier, his skills with a blade and strategy were sub-par. Despite differences in their level of training, they were very close, Sidus always looked up to his older brother and Tenebris always looked out for his younger sibling.

Sidus remembered the first time he met the princess of the night. She arrived in Castle Nocturnes accompanied by her elder sister and a company of her own royal guard. Sidus was standing in formation next to his father and brother. The princess was not what he had expected. She was smaller then most of the guards and she looked frightened of them. As she passed by the Night Guard was expected to bow, and they all did, except Sidus. He was so perplexed by her appearance that protocol slipped his mind. She noticed him, and spoke to him in a voice full of uncertainty.

"You there. Guard. Why do you not bow to your princess?"

Sidus stood there frozen, realizing what he had done. He gulped and began to stutter.

"I… I-I mean n-no disrespect, y-your high-highness. I-I, j-just… um… F-forgot?"

He had closed his eyes and cringed out of fear for what she or her sister may do to him. He could feel his father's brow furrow. He then heard a soft chuckle from the princess of the sun. He opened his eyes. The elder smiled to her sister.

"Don't be too hard on him little sister. I'm sure he's just nervous. You've been gone for some time after all."

"Indeed, sister. You…" The younger sister had pointed to Sidus. "What is your name?"

He gulped again, and pulled a weak salute.

"S-Sidus, son of Calligo. N-Night Guard to the Princess of the Night. That's to say, you… milady."

The youthful princess giggled. "You amuse me young Sidus. I hope to see more of your comedy in the future." She turned to her sister. "Come Celestia, I am tired from our journey."

The two princesses had then continued their walk down the hall.

That was almost three years ago. During that time, Princess Luna had often called on the young pteronasus. Be it for her amusement or for serious business. He remembered the time he witnessed her drastic transformation. She called him to her chambers one night; she said she felt ill. When he arrived, he discovered a dark blue mist had enveloped her. He feared the worst at the time, but she broke from her cocoon and became, as she is at present, tall and majestic, a true princess.

Despite all that, one thing Sidus did not like to do was wait, even if it was for one of the royal sisters. He passed the time tapping his black iron horseshoes against the wall. He looked out the window in front of him. He saw the first rays of the sun climb over the horizon. He squinted at the bright light, his eyes not yet adjusted to it. He decided to take a chance and knock on her door. As he went to knock, the door opened and he fell face first into the room. Dazed, he looked up at the princess. The already intense sun served as stark contrast to her flowing dark mane. She chuckled at his sprawled form.

"Oh, good morning Sidus, thine silliness always brings such a smile to mine face."

Sidus grinned up at her. "As always, milady, I live to please."

He stood up, brushed himself off, and then bowed dramatically.

"And what does your highness wish of her humble jester?"

She spoke with all seriousness, but with a small smirk on her face.

"I have a very important task for thee Sidus. As I am sure thou art aware, the Nightmare Night celebration shall commence in three days time."

"Yes, milady?"

Sidus did not like where this was going. The Night Guard never celebrated Nightmare Night. It was thought of as a disrespectful representation of their princess; but ever since Princess Luna had attended Ponyville's celebration the previous year, she had been more then eager to return to her facade as Night Mare Moon.

"I wish for thou to go to Ponyville and make sure the preparations are perfect." She suddenly switched to the booming royal voice she normally reserved for public speaking. "This year, THE FUN SHALL BE TRIPLED!"

Sidus was oblivious to the reference. He looked at his princess with doubt on his face.

"Is there something wrong Sidus?" She asked with genuine concern.

"Eh… Milady. Are you sure you want me for this? There has to be somepony else who is more qualified for this sort of thing?"

She spoke as a mother would to her foal. "Thou art more then qualified, Sidus. And besides, thou needest to get out more. Thou cannot remain in the castle thine entire life."

"I beg to differ, milady." He said with heavy gloom.

"Now Sidus, I know thou hast had some trouble making friends with other ponies, but if I could make friends in Ponyville, then I am sure thou could as well."

His lack of friendship was not an issue that concerned him. Friendship was never something that drove him. He preferred to be locked in his own thoughts then share them with others. He was an introvert, but when it all came down to it, he was a Night Guard first. He knew his duty was to the princess and he had to obey her. He bowed his head and sighed.

"Yes milady… When do you want me to depart?"

"As soon as able, there shall be a carriage waiting at the gate when thou ist ready."

"Oh joy."


	4. Welcome to Ponyville

**Chapter Two:  
****Welcome to Ponyville**

The sun was high in the sky by the time Sidus' carriage was approaching Ponyville. His brother had informed him of the potential risks he took if he wore his armor outside of the castle, so he had decided not to bring it. For the greater length of the journey, the stallion had been grumbling to himself as he went over the princess' checklist.

"Let's see here; spider game, bobbing for apples bucket, pumpkin launcher, scary decorum, make certain the mayor does not wear another silly costume and try to be spooky." _What an odd thing to have on the list?_

He suddenly felt the carriage lurch to a stop mid-flight. He looked down over the ledge and saw a brightly colored town filled with ponies below him. Sidus slowly sighed. One of the carriage pullers called to him.

"Here we are, Ponyville." He paused, and then said sharply. "Now get out."

Sidus was taken slightly aback by the sudden rudeness, but he decided it was not worth the effort to confront it. Sidus extended his leathery wings and hopped out of the carriage. He leisurely glided to the ground in the center of the town. He turned back to the carriage as he landed and saw it was already speeding away. He called after them, trying to conceal as much of his sarcasm as he could.

"Thanks for the ride."

He turned and saw everypony in the square staring at him. They appeared to be frozen in place. Sidus' left eye twitched. Wondering what to do, he decided to try an introduce himself. He raised a hoof in a single wave.

"Hello…"

Faster then he thought possible, the square was emptied. Aside from a few scraps of paper floating in the breeze, Sidus was suddenly alone. Sidus began to chew on his lower lip; he often did this while thinking.

_Hmm… it appears I have scared everypony in sight. Note to self; attempt to be more subtle the next time you decide to drop in on a small town, with emphasis on the 'dropping in' part._

He sighed to himself once more.

"May as well try and begin my inspection. Now where did I put that checklist?"

Sufficed to say, it was still in the carriage.

"Confound it… I swear I still had it with me when I exited the carriage. Herm… the princess told me to look up a pony if I ever needed help. Unicorn, I think. But what was the name? Stardust? No… No, that's not it… Twilight Twinkle? Haha. No. That's a silly name…"

"Are you perhaps looking for Twilight Sparkle?" A voice from behind him said.

"Oh yes that's the one."

Sidus tuned to face the owner of the voice.

"Thank you Ms…"

"Twilight Sparkle."

"Oh…"

Sidus gulped. His cheeks began to turn a light shade of red in embarrassment. The purple unicorn laughed.

"Don't worry, I'm not angry or anything." She extended her hoof. "You must be Sidus. The princess sent me a letter explaining why you're here. How fascinating, I've never actually met a pteronasus before."

Sidus took her hoof and lightly shook it.

"That's not surprising. Most of us live and work near Castle Nocturnes, and…"

Suddenly, out of nowhere, a pink poofy haired pony popped up between Sidus and Twilight. Multicolored confetti flew into the air as she spoke in a fast high-pitched voice.

"Hi, new guy! I'm Pinkie Pie! Welcome to Ponyville!"

Sidus tried to collect himself from the unexpected appearance of the pink pony, but he only managed to trip over his own tongue. Pinkie continued talking, not taking notice to his incoherent rambling.

"When you first came down I was kinda scared like everypony else. But then I saw Twilight talking to you and I knew you had to be all right. Soooo… What's your name?"

Sidus was still confused. Twilight laughed again and explained the situation to her friend.

"Pinkie, this is Sidus. He's here on behalf of Princess Luna. He's going to make sure that the preparations for Nightmare Night are just right."

"Oooohhh… That is so, COOL!"

"And as you can see he's also a pteronasus, a royal guard to…"

"Night Guard." Sidus interrupted.

"What?"

Upon hearing the unicorn's misinformation, Sidus regained his composure. He stood as straight and tall as he could. He wanted to show these ponies that he was more then a mere guard.

"I am not just a royal guard, Ms. Sparkle. I am one of Princess Luna's Night Guard. I was trained to serve and protect the princess of night. I will follow my lady's orders…" _No matter how much I may dislike them. _"…To the letter."

"So you're saying you don't want to be here?" asked Pinkie.

"Not particularly." He said with pure honesty.

Pinkie began to childishly pout. "Well, it looks like this pony is going to have to turn your frown…" She grabbed his cheeks and forced Sidus into a toothy smile. She began to grin herself. "…Upside-down!"

Sidus wriggled away from her grip. He narrowed his eyes at Pinkie.

"Stop that."

"Come on, guy! Light-en-up!"

Pinkie made another grab at Sidus. He opened his wings and took flight into the skies above Ponyville. The dust under him swirled under the power of his wings.

"Hey! No fair!" Pinkie cried after him.

"It's a legitimate strategy!" Sidus called out to her as he flew higher.

"So is this!"

Pinkie reached behind her and pulled out a small trampoline. She set it on the ground and took a flying hop onto it. She shot up hooves first into the sky after Sidus. He was so completely caught off guard by this action that he did not react in time to stop her. Pinkie slammed into him. They began to fall, but Twilight responded faster then either of them. Using her magic, she caught the falling pair and set them gently on the ground. Pinkie began to giggle.

"Woo-hoo-hoo! Yeah! Lets do that again!"

Sidus stifled a laugh, "You are crazy, and you could have killed yourself."

Pinkie shook herself off like a dog.

"I'm sure you would have never let that happen, Star."

Sidus furrowed his brow in resentment. "What did you just…"

Twilight decided to interject before anything else escalated.

"Woah, look at the time. Pinkie, don't you have something to do?"

She shook her head, "Nope."

"You know, the thing, at the place?"

Pinkie blinked twice. "Nope."

"Have you… um… made… cupcakes?"

Pinkie suddenly became quite flabbergasted. "Oh, NO! MY CUPCAKES! THEY'LL BURN!"

She then took off with such speed that she looked like a pink blur. Sidus looked in the direction that the pink pony fled. He bowed his head and looked at the ground. He began to paw at the dirt.

"What's wrong Sidus?" Twilight asked, cocking her head.

He looked back at the unicorn.

"Its nothing, Ms. Sparkle. Just…" _My mother used to call me that._ "…I don't like nicknames, that's all."

She smiled at him. "And on that note, call me Twilight. No need for formality here."

"I'll try to remember that, Ms. Sparkle… er… Ms. Twilight."

Twilight laughed again.

"Welcome to Ponyville, Sidus of the Night Guard."


	5. The Gospel Truth

**Chapter Three:  
****The Gospel Truth**

Gospel Truth was once an unassuming little earth pony. He had been one of those background characters you would see once and never think twice about again. Until, he found his true calling. One day, two brothers came to his village. They claimed to have the cure for Foal-Pox. Initially, the cure worked; but soon after ingestion the disease would run rampant ten times worse. The brothers were run out of town. Young Gospel became interested in their methods of deception. He left his home and found them selling more of their snake oil in the next town. He gained their trust and in return they taught him the tools of their trade. They were a great team, but after a falling out, Gospel went on his own. He pulled several successful cons. But after one failed miserably, he found himself behind bars.

While in prison, to avoid any and all unsavory activities with his fellow inmates, he prayed on their superstitions, and devised a complex theological system. He created a false deity, which he dubbed The Great Originator. According to Gospel, The Great Originator created existence and everything in existence. If you were good and followed the laws of The Great Originator, you would be rewarded with a personal paradise after shedding the mortal coil. If you did bad things and broke the laws, you would be sent to the pits of darkness to serve The Dark One, who was in essence The Great Originator's opposite. Those who did wrong could be redeemed, if they brought offerings to the Great Disciple, also known as Gospel Truth. Most of these criminals were more then willing to be guaranteed an ethereal paradise if they gave up some of their physical possessions. Gospel gained more material wealth in prison then most do in their entire lives.

After three years, he was released, however he was not allowed to take any of his goods with him. Once again, he had nothing. He wanted his wealth again, but this time he would grip all of Equestria in his dogma. He started in a small town, and in a week converted every mare, stallion, and foal. He had his acolytes scour the land for new converts. He eventually had even more then before, but Princess Celestia caught wind of his cult. She unveiled his deception, removed him of his possessions, and exiled him from Equestria.

During his exile, he honed his skills and preformed more deceptions, but none of them brought the wealth and power he got from his theology. He revamped his dogma, changed his physical appearance, and returned to Equestria. He kept a lower profile this time around. He went from town to town, but never got many converts. He figured Celestia had warned most ponies about his stories.

He was stuck in a rut for a good while, until he overheard a conversation about the reemergence of the Elements of Harmony. Gospel studied all he could about the mystical artifacts with his limited resources. He discovered in the past three years the Elements had chosen hosts for their power, and all six of these hosts lived in a small town called Ponyville. Gospel then hatched a plan to steal the Elements, and hold them for ransom, or sell them to the highest bidder, or even integrate them into his dogma. Either way Gospel Truth was going to get the Elements of Harmony.

Gospel had been traveling for a month when he finally reached the Everfree Forest. He had heard the tales of the forest, animals and plants taking care of themselves, clouds moving without pegasi, and other such nonsense. When he entered the forest he believed every story he had ever heard about the place. It was darker then night under the trees. Gospel trotted briskly, but with caution. He did not like walking through trees and bushes and swamps, but the fastest way to Ponyville was through the forest, and if he wanted to steal the Elements this was the way.

To distract himself from his surroundings he looked through The Great Book. He had begun writing the stories of his dogma in the early days, but know he had a leather bound tome filled with his stories. He also always kept scrolls filled with scribbles of tales he was just beginning to weave. The previous night he had finished writing what he called the Principles of Sin. He thought of them as The Dark One's version of the Elements of Harmony. They were deception, spite, rage, disrespect, egotism, and self-worship. Gospel felt these grievances were vague enough that the unintelligent could broaden them into just about anything, but specific enough that the well read could not see through the loopholes. He had to chuckle whenever he thought of the sins, as he broke almost every single one every single day. He looked up from his scrolls and saw the edge of the forest; he could just make out several colorful buildings. He put away his papers and increased his speed.

Alongside the road, under some brush, a pair of green eyes followed the stallion. The owner of the eyes hissed at the prospect of a meal. He had not dined on much love for quite some time, and he was beginning to feel the effects of starvation. He was a changeling after all; he needed to feed on love. He indeed sensed a great deal of it from this pony, but it felt different. It was not love for another; but love of materials, things, and of himself. The changeling hoped that such a selfish version of love would be sufficient. He quickly devised a ruse to capture the stallion. He crouched low in the grass and modified his voice to sound like a young filly.

"Help! Help me! I'm trapped! Please, somepony help me!"

Gospel heard the cries as he reached the edge of the forest, but debated his assistance. He wanted to make it to Ponyville as soon as he could, but if this mysterious voice was one of the town's residences he could have a new convert and an easy access to the town, maybe even get a reward. The pros definitely outweighed the cons. In a faux-heroic voice, Gospel shouted out to the darkness of the forest.

"Don't worry young filly! Gospel Truth is coming to save the day."

He reined backwards and galloped towards the direction of the cries. The changeling grinned under his cover.

_Fool. _"Oh please! Somepony save me!"

"Where are you?"

"I'm over here! Oh noble sir!" _That will get him for sure._ "Please help!"

Gospel approched the ordinary line of bushes that the changeling was hiding under. The stallion spread the branches apart and was horrified by what he saw. He did not have time to scream as the changeling leaped from the bushes and clamped his paralyzing bite around the charlatan's throat. Gospel went down with little more then a gurgle. He felt the poison enter his system. He tried to resist, but the paralytic did its work quickly. The stallion could barely move. The changeling released his bite. He licked the salty blood from his teeth; it was bitter, and not pleasant to taste. Gospel began to beg, with genuine tears streaming down his face.

"P-please… D-don't k-kill me…"

Still using the filly voice, the changeling whispered into Gospel's ear.

"No chance. Oh noble sir…"

The changeling giggled and began the feeding process. A sickly green aura surrounded his jagged horn. A similarly colored energy surrounded Gospel and lifted him into the air. The stallion limply flailed his limbs as he rose.

"P-please… No… NOOO!"

His cries were silenced as his skin began to concave. A single burst of green light erupted from the changeling's horn and the feeding process was complete.

The changeling stood over the smoldering pile that once answered to the name Gospel Truth. The stallion's love of himself had satisfied the changeling's hunger, but he knew he would not be full for long. He used his magic to try and locate another source of love. During his time in the hive-mother's royal guard, she had taught him to use his magic to its full potential. It helped that he had a natural affinity for it, more then most changelings. He searched the forest, but all he could find was a den of rabbits; but he had been feeding on them for the past week, and after tasting pony again he needed more. He turned his sights towards the nearby town. He had often thought of entering it, but before he was too weak to even try a disguise, let alone attempt dining in the town. He thought perhaps with his newfound strength he could transform. He contemplated of using the form of the one he just dined on, but perhaps he was already known in town. He decided to try an original transformation, but to save precious energy he would base it on the dead stallion's form. The changeling stood in the middle of the road, closed his eyes, and began to concentrate.

A green fire began at his jagged horn and enveloped his entire body. He felt the change; the holes in his hooves filled and became whole, his wings and horn were sucked into his body, his hard shell became soft fur. He opened his eyes and tried look at himself. He needed a better view. He created a floating mirror with his magic. He was greeted by an image of an uninteresting light brown earth pony. He frowned at his appearance. He tried again. This time, he saw an ugly yellow unicorn with bright red hair. He recoiled at his new appearance. He thought for a moment. He finally decided to be frightening, rather then inviting. The flame enveloped him once more, and this time when he opened his eyes, he liked what he saw.

He was a powerful looking stallion with golden orange eyes. His entire body was pitch black. His mane, which hung to his broad shoulders, and tail which was also of considerable length, were colored two separate shades of grey. His iron horseshoes were also a dark grey. He liked the image, but thought it needed one additional touch. The area where his horn normally stood glowed again and two large black-feathered wings erupted from his sides. Satisfied, he looked at his flank and saw it was bare. He needed one of those marks if he wanted to fit in. He thought of the one he had just killed. He tried to make it with his magic; it appeared and then quickly disappeared. The changeling snorted, and then shrugged it off.

_No use in worrying about that if it won't come. Next, I need a voice._

He tried several out. He changed his pitch, tone, and even volume. He finally decided on a smooth, almost wispy voice.

"Alright, now what is next."

He figured he needed a name for his facade. He looked in the dead stallion's saddlebag; nothing but a leather bound book, scrolls, and some blank parchment. Reading and writing was never something the hive-mother encouraged, but that had not stopped this particular changeling from learning the pony language. He felt such a thing might be useful in a given deception. She never halted his learning, but he always felt she secretly discouraged it. He looked through the papers and found nothing of any real interest, until he came across a parchment labeled 'spite'. He was intrigued by the word. He read the passage aloud to himself.

"Spite is the unholy, and often petty, desire to hurt or offend others. It is one of the most archaic of sins, as it was how The Dark One was cast out of... Blah, blah, blah... who wrote this garbage?"

The changeling looked at the sizzling husk.

_That answers that inquiry... Spite. A good, or shall I say, fitting title. But I cannot just go around calling myself spite. That could arouse suspicion._

The changeling looked at his surroundings for a suitable amalgamation. At that moment he then took real notice to his new black wings. He flapped them twice. A wicked grin crossed his face. He began to chuckle under his breath, he then burst out into a roar of laughter. He began to trot towards the colorful town.

_Look out, my little ponies. Spite-Wing is coming to town._


	6. First Time Feeling

**Chapter Four:  
****First Time Feeling**

Sidus walked with Twilight Sparkle on the land owned by Sweet Apple Acres. She was talking a mile a minuet about something, but Sidus was admiring all the apples on the trees. He had never seen so many in one place before. He thought maybe if he was fast enough he could snatch one and eat it before she noticed. In his gut, he knew that would be wrong, but he had not eaten all day, and he was hungry. He felt Twilight's hoof tap his shoulder.

"Sidus, we're here."

"Wh-what?"

Sidus snapped out of his fantasy and noticed the big red barn on the homestead they were approaching. He mimed a 'wow'. An orange mare with white freckles and a brown hat trotted out of the barn and towards the pair. She spoke with a rustic sounding accent.

"Howdy Twilight. Whose yer friend?"

"Hi Applejack. This is Sidus. He's here on behalf of Princess Luna to make sure the preparations for Nightmare Night are perfect."

The orange mare trotted over to Sidus and wholeheartedly shook his hoof. He noticed her cutie mark; a trinity of red apples.

"Well how-de-do, Sidus. Sure is nice, seein' a new face round these parts."

"It is nice to meet you as well, Ms... Um... Jack?"

"What?"

Sidus released himself from the cowmare's grip and explained.

"Well, your name's Applejack, and I don't actually know your family name... so..."

Applejack chuckled. "Heh-heh-heh. Yer quite a hoot Sidus. We're the Apple family, by the way."

"So your name would be Applejack... Apple?" _How odd._

"I guess so. Never really thought about it like that. Anyway, I'm sure you want to see some of the grub we're gonna be whipping up for the big night."

"Indeed. Lead on Ms. Apple."

"Jus' call me Applejack, or AJ, if yer so inclined."

"Alright, Ms. Applejack."

"Close enough partner, let's go."

The changeling, now calling himself Spite-Wing, stood on the outskirts of the pony town. He was unsure how to proceed. He had gotten himself hyped up with the concept of another meal, but as he approached the town he had begun to feel a strangely familiar aura. He had the distinct impression that one of his siblings was nearby, yet it seemed incomplete. Perhaps his sibling had come and gone already, but it did not feel that way. It almost felt as if his sibling was gone, yet still there. The feeling confused him. He tried to create a plan of attack, but the feeling nagged at him. He had to find out what was happening. He was even willing to delay feeding again, if that meant discovering the source of his confusion.

As he trotted into the town, he noted that many of the residence he passed were staring at him. He had expected this, and just as he hoped, his sinister appearance prompted most of them away from him. Most, but not all. As he was approaching a shop that appeared to be covered in candy, Spite-Wing saw a bouncing pink female exit the building. She was humming a giddy tune. She glanced at him for a mere second, then continued on with her bouncing tune. The changeling assumed that would be the end of it, but he noticed the female stop in mid-bounce and take a second look at him. An enormous grin crossed her face. Spite-Wing suddenly felt oncoming danger, he prepared himself for oncoming battle. She suddenly appeared directly in front of him. She spoke in a high-pitched voice that hurt his ears.

"Hi! I'm Pinkie Pie! Welcome to Ponyville, newcomer!"

It took him a second, but upon further analysis, Spite-Wing recognized this female as one of the six that aided in the failure at Canterlot. He would have struck her down right then, but there would be witnesses, and he knew was not strong enough to fight an entire town of angry ponies. Using a calming technique he learned from the hive-mother, he redirected his fury into a safer place. As calmly as he could he spoke to her.

"While I would certainly enjoy to chat, I have pressing business to attend to. So I will..."

Pinkie interrupted him. "Ooh! What kind of business? Are you gonna buy some dresses from Rarity? Or maybe get some special super sweet book Twilight's library? Or are you looking to buy some sweets from Sugar Cube Corner!" She grabbed his shoulder and pulled him right next to her. She whispered into his ear, "Don't tell anypony, but the Cakes are having a special on day old cupcakes. They're perfectly fine; they just want them out of stock… Wait a minuet… Actually you can tell whoever you want!"

Spite-Wing escaped from her grip. He began to huff with anger. He shot her a fierce glare.

"My business is my own. Now if you don't mind..."

"Ooh... Is it some secret mission? Are you under cover? Don't worry if you are, I won't tell!"

The changeling recoiled at the female's dangerously close to true questions. He leered at her.

"Look, stop asking questions and leave me alone."

Pinkie giggled at him, "Oh you. Don't be silly, how can we be friends if I don't ask questions?"

That was the straw that broke the disguised changeling's back.

He snapped at Pinkie, "Look, you hyped up puffball, I don't want to be your friend! So leave me alone!"

She was unfazed by his antagonistic shouting and giggled at him. "Don't be silly, buddy. Everypony needs friends who..."

He had had enough. His eyes flashed bright green for a split-second and he absorbed a good portion of Pinkie's positive emotions. He snarled at her again.

"Now. Back. Off!"

Tears formed in her eyes. She turned away from him and galloped back to Sugar Cube Corner. By the time she got to her room she was weeping uncontrollably.

He let loose a satisfied grin and chuckled to himself. _Serves you right, stupid female._

"So the Night Guard doesn't celebrate Nightmare Night?" Twilight asked Sidus.

They were walking back to town after the sampling all the different apple based foods with the Apple family. Sidus was more then full, of food and conversation, but Twilight insisted on asking him questions about the Night Guard and pteronasi. He had been patient with her thus far, but he was starting to get annoyed with all her questions.

"Are you really surprised, Ms. Sparkle? We have been trained all our lives to serve the princess of night..."

"Princess Luna."

Sidus gritted his teeth. He was aware of the unicorn's relationship with the princess of day, so she was use to being in the presence of royalty and being casual with them; but he was also aware of the role she played in the defeat of Night Mare Moon, and thus did not appreciate the way she so blatantly called his princess by her name.

"Yes... We in the Night Guard think of that celebration as a mockery of everything that our princess is. It is a way for you day ponies to use the tragedy of her fall and turn it into a game." Sidus added, "and to be frank, we aren't fans of the Summer Sun Celebration either."

Twilight looked shocked. "You don't have the Summer Sun Celebration?"

"Well, that has more to do with our aversion to light then anything, and besides, I don't see you day ponies celebrating the Longest Night."

Twilight's curiosity perked. "What is that?"

"In essence, it is the opposite of your sun celebration. It is the longest night of the year. We pteronasi, along with other creatures of the night, take it upon ourselves to appreciate the extra time our princess gives to us."

"But for the past thousand years, Princess Celestia as been the one raising and setting the sun and moon."

"A mere technicality."

Twilight became flustered. She wanted to say more, but Sidus wisely raised a hoof to stop her.

"I think we should stop this conversation now before one of us upsets the other, Ms. Twilight."

Twilight claimed herself down and smiled at the pteronasus. "Good call."

They walked in silence for a few minuets. Sidus was the first to break the silence.

"Ms. Twilight?"

"Yes Sidus?"

"If you don't mind me asking, why do you think those other townsfolk so afraid of me? I mean, I understand the idea that these wings may have scared some of them off, but not the entire market."

Twilight thought about if for a second, then started her story.

"About two months ago, an alicorn came to town. He was a little rough around the edges, but he eventually befriended my friends and me. Soon after, a creature attacked our town. It was so vicious that my friends and I almost lost our lives fighting it. Not even my strongest spells could stop it. But this brave alicorn sacrificed his life to save us. I guess most ponies in town have been a little wary of outsiders since then."

As she finished her story, Sidus went deep into thought.

He finally asked, "What happened after?"

"We rebuilt the parts of the town that were wrecked, and we ended up making a shrine for him up on that hill over there."

The unicorn pointed to a hill not too far from where they were walking.

"Could we go there?" Sidus uneasily asked.

"I don't see why not. Let's go."

They cantered over to the hill; it did not take long and it was not a big hill. The first thing Sidus noticed was a single willow tree that hung over the top of the hill. It had no leaves and if he did not know any better he would have assumed it was dead. Subsequently, he saw the shrine itself. It was very simple in design, nothing flamboyant about it, just a simple stone memorial.

Then he saw her, and his body froze. She was a female pegasus with a light pink mane. Her body was yellow and her cutie mark was three pink and teal butterflies. She was hovering with a water pail in her mouth. With the pail, she was watering the sweet scented flowers that surrounded the shrine. A light breeze blew her mane over her eyes. She flicked her head to get the hair out of her face. Life for Sidus suddenly seemed slower. He saw every nanosecond as she slowly shook her head from right to left. A soft glow seemed to surround her entire body. He could not place it, but there was a magnetic aura that drew him in. He shuddered when he realized he was staring.

Sidus leaned over to Twilight and whispered, "Um, Ms. Sparkle. Wh-who is that?"

Twilight looked to the pteronasus. She raised a brow and spoke slowly, matching Sidus' volume. "That's Fluttershy. She takes care of all the animals in and around Ponyville."

Sidus mouthed her name. "Wow, she's so..."

"She's so, what?" quizzed the unicorn.

"I don't know, she's just so..." _Pretty. _ "...Careful with her water coverage. Yeah that's it… Water coverage."

He gave Twilight a weak smile and a half-hearted chuckle. She narrowed her eyes at the stallion, not believing in his interest of water coverage for a second. She had read several books on the subject, and while her friend had good technique, it could defiantly be improved. It was then that she noticed a kind of twinkle in his eye. She looked from Sidus to Fluttershy and back to Sidus again. She attempted to calculate the possibility of Sidus becoming suddenly so interested in water coverage, having never showed such interest beforehand. Her thoughts were interrupted by Fluttershy's soft voice.

"Oh... Hello Twilight."

Fluttershy set her water pail down and trotted over to Twilight. The unicorn responded to her friend.

"Hi Fluttershy. Watering the honeysuckle again?"

"It helps me think."

"It's good to see you out of the cottage. I know it's been hard."

The yellow pegasus simply nodded. Twilight remembered her companion.

"Fluttershy, you haven't met Sidus..."

"Is there somepony new in town?"

"What do you mean? He's right… here?"

Twilight looked next to her and saw that her pteronasus companion was no longer beside her.

"Where did he go?"

Sidus was pacing on a cloud in the sky. He was thinking about how impulsively he had just acted.

_Stupid, stupid, stupid... Why did you do that! You just… left! I'm a Night Guard, for crying out loud!_

Sidus let loose a cry of frustration. He stood up on his hind legs and then fell onto his back, the fluff of the cloud catching him. He looked at the other clouds as they floated lazily to the left. He noted that one seemed to be in the shape of a small butterfly. He looked away from the sky and back to the ground. He saw the yellow mare trotting with the unicorn. He watched them walk and tracked their movements. He saw the pegasus look up towards his general direction. Once again, he panicked and without thinking, Sidus drove his head into the cloud to avoid detection. He felt his cheeks grow red.

_Great, if my face gets any redder, this cloud is become the same stupid color… Wait a minute; I make a fool of myself on a regular basis in front of the princess. Why am I hiding from this pegasus? Is it possible, I…_

Sidus picked his head out of the cloud and saw the two females continue walking away. He sat down on the cloud and began to think it through.

_ It's not possible, how can I suddenly have such a strong feeling for somepony I just met? I didn't even really meet her; I just kind of stared at her… That's rather creepy, now that I think about it. _

He roughly scratched his head with his hooves and looked at the sky again. He sighed to himself.

_Maybe you could help… but I guess not…_

A female voice, with somewhat of a rasp, interrupted Sidus thoughts.

"Hey, fella. What are you doing on my cloud?"

Sidus turned and saw a light blue, rainbow haired pegasus. She had her forelegs crossed and she flapping her wings in annoyance. Sidus adjusted himself to face her and jumped off the cloud, flapping his own wings.

"Oh, I'm sorry miss. I didn't know this was your cloud."

The rainbow haired female slightly cocked her head to the side and grinned.

"Forget about it; it's nothing special. I was just giving you some grief. So what was with the freak out?"

Sidus recoiled slightly and raised a brow. "The what?"

"Don't even try to deny it, I've been watching you and Twilight since Applejack's and I saw you fly sky high when Fluttershy turned your way."

Sidus became defensive. "Why were you watching us?"

"I was just making sure you weren't gonna try anything funny around my friends."

Sidus raised his brow again brow. "What do you mean? Who are you?"

The female held herself in a heroic stance.

"Name's Rainbow Dash, I'm the fastest flier in all of Equestria."

Sidus unintentionally burst out laughing. Rainbow Dash became quite irritated.

"So you think your better then me? How bout a contest?"

Repressing his laughter, Sidus tried to back out of the unintentional challenge.

"Please excuse me, Ms. Dash. I didn't mean to offend you, you just caught me off guard when you said you were…" A slipped chuckle cut him off. "…The fast… the fast… the fastest flier in…" He burst out laughing again. He could not contain his amusement.

Rainbow landed on the cloud, crouched low, and scrapped her right hoof twice on the fluff. She snorted, silently issuing her challenge again. Still chuckling, Sidus figured there was no way out of this. He landed on the cloud next to her and took a similar position.

"Ready when you are, Ms. Fast… heh… I mean, Dash."

"By Celestia, why are you so formal?"

"It was how I was..."

She quickly interrupted him, "Don't actually care. Ready. Set. Go!"

The pegasus bolted off the cloud, with the pteronasus hot on her hooves.


	7. The Cloud Contest

**Chapter Five:  
****The Cloud Contest**

Sidus had been following Rainbow Dash for five minuets. They were soaring high in the sky above Ponyville and he was getting bored. He flipped onto his back, folded his forelegs behind his head, and continued flapping alongside Rainbow.

"So what's the plan, Ms. Dash?" Sidus asked. "Are we just going to fly around all day?"

"Hold your feathers, hotshot." She told him.

"I don't have feathers, Ms. Dash." Sidus retorted, much snider then he would have liked.

"Ha… Ha… Ha…" She rolled her eyes at his sarcasm. She quickly perked up at the sight of their destination. "This should be good."

Rainbow shot past Sidus and landed on the cloud rack she had indicated. Resuming a normal flight pattern, Sidus flew up and landed next to her. Sidus examined the cloud, then started bouncing on it. Rainbow shot him with a puzzled look.

Still bouncing, he told her, "Don't mind me, its just something me and my brother would do when we were younger. So what are we doing way up here?"

"Cloud contest." She said simply.

Sidus stopped himself mid-bounce and hovered for a few seconds. He landed with a gentalcoltly bow and smile.

"Fillies first."

Rainbow snorted at him. "Stop being all swanky."

She proceeded to scoop up two hooffuls of cloud. She stood up on her hind legs held out her forelegs. She flapped her wings once and shot straight up into the air. Sidus had to lean his head all the way back to even see her. She flew directly in front of the sun; it blazed behind her and Sidus had to put his hooves above his eyes. The clouds in her hooves trailed after her, making visible lines. She started her routine with an upward corkscrew. She quickly ran low on clouds; she threw away all she had, folded her wings to her side and spear lined into another small cloud. She collected all she could, then expanded her wing blowing the excess cloud away. She continued her cloud seeding in a straight line.

Sidus called out to her, "Do a barrel roll!"

She obliged, several times. To finish off, she preformed two loopdeloops and swan dived all the way back down to her original position on the cloud rack. She landed fore-hooves first onto the cloud. She stood there, head under tail, and smirked at Sidus.

"Top that, batty?"

Sidus snorted at her taunt, but nodded with approval.

"Very, very nice." He cocked his head to the side. "My turn?"

Rainbow Dash reorganized herself onto all four hooves and nodded at him.

"Go ahead and try."

Sidus looked around for a suitable grouping of clouds to use for his trick. He found a group of five small clouds floating lazily above him. He flew over, and centered himself in-between them. He held himself as if he was standing on his hind legs. He then stopped flapping his left wing and increased the speed of his right. He began to spin in a clockwise motion. The clouds surrounding him began to converge over him, blocking his vision; but he did not need to see for he was doing. The clouds merged together and formed a fast spinning white twister that slowly turned dark blue. Sidus then stopped flapping his wings completely. The force of the vortex he had created shot him out of the top of the twister. When he regained his poise, and then dived back into the swirling mass. He extended his leathery wings and the blue tornado exploded, leaving Sidus in its former position. He looked at his opponent; she seemed generally unimpressed.

As he landed next to her, Sidus shot Rainbow a toothy smile. She responded with a few half hearted hoof claps and a roll of her eyes.

"Congrats. You can spin swanky too."

"We pteronasi call that the Night Twist."

"Ok… But get ready to see something really cool."

"Ready when you are, Ms. Dash."

Meanwhile, Spite-Wing stood over the shrine. His sibling's aura was strong there. He had finally concluded it must be one of his fellow royal guards, and he figured he knew which one it was. He looked at the short inscription on the shrine.

"Forever in the hearts of those he loved…"

He scoffed at the passage.

_That couldn't possibly be for one of my guard-brothers… yet his presence resonates in this place._

Spite-Wing looked down at the group of flowers that surrounded the shrine. They also glowed with his aura.

_ Perhaps these can lead me to the answers I seek._

Using magic from his invisible horn, he picked one of the flowers and inhaled deeply. He immediately sneezed out all that he could. He spastically shook his head and coughed.

"Wretched blossom!"

He reeled back and angrily lashed out at the flowers. He crushed every one of them under his hooves. He tried to calm himself, but he could still smell the scent, or at least a facsimile of sorts. It was faint, but he knew he would find it, and when he did, he would do the same to it as he had done to the flowers.

It had taken a couple of additional minuets, but Rainbow Dash had finally found what she needed, a storm cloud. She had been moving the small black cloud by flapping her wings.

"What are you going to do with that, Ms. Dash?" Sidus called to her.

"Oh, for Celestia's sake, call me Rainbow."

"If that's what you want, Ms. Rain…"

"No, not 'Ms.' Rainbow. Just Rainbow… Now say it right."

"Alright, fine…" _Ms._ "…Rainbow. What do you need with a storm cloud?"

"You'll see." She said with a sly smile.

When she finally had the cloud where she wanted it. She shouted to Sidus.

"You may want to stand back. I am about to be awesome."

Before he even had a chance to blink, let alone stand back, Rainbow Dash started to fly around the black storm cloud counter-clockwise. As she ramped up her speed, Sidus noticed she was getting closer and closer to the cloud. She got so close to the cloud he thought she was going to touch it, and risk getting shocked. She flew so fast, Sidus only saw a rainbow colored blur, and he was having trouble keeping up. Suddenly, all at once, Rainbow flew up above the cloud and landed on it with all four hooves. She landed on it with such force that lightning burst from the storm cloud, but it was no normal lightning. It was rainbow colored lightning, much like her cutie mark. Sidus' eyes grew wide at the multi-colored bolts of light. His jaw unhinged itself in admiration. Rainbow began to laugh at Sidus' expression.

"Bwa-ha-ha-ha! You should see your face! It's priceless!"

Rainbow's body swelled with pride and she jumped again. As the rainbow colored lightning flashed again, in the corner of his eye, Sidus saw a stray coil of lighting work its way up the side of the cloud. He tried to warn her, but he was too late. The loose multi-colored lightning bolt struck Rainbow in the side. Her body went spastic for a moment, and then she unconsciously slumped off the cloud into the open air.

On instinct, Sidus leaped after her. Her limp body fell towards the ground with great speed. Sidus folded his wings up to his sides to increase his rate of decent. He extended his hooves to catch her. He made a grab for her, but missed. He saw the ground quickly approaching, and went for a last ditch move. In one motion, he opened his left wing in such a way that the wind caught him and looped his body underneath Rainbow's. He caught her with a 'gotcha,' then quickly opened his other wing to slow himself down. He shut his eyes tight, and hoped that he would not hit the ground below.


	8. A Lesson About Mares

**Chapter Six:  
****A Lesson About Mares**

Sidus awoke in haze. He sat up and a sharp pain ran up his spine. He looked around at the foreign surroundings. There were many scattered garments around the pink and blue room. He noted the many mannequins that were also strewn about the room were either completely undressed, fully clothed, or wore partially created attire. He turned his head forward, and an unfamiliar white unicorn with a curly purple mane greeted him with a levitating tray of soup.

"Oh good! Your finally up." She called out behind her. "Rainbow, he's awake!"

Rainbow Dash appeared next to the unicorn, unknowingly knocking the tray from the unicorn's magical grasp, and playfully slapped Sidus on the back; he winced in pain.

"Hey fella, good to see you up."

"What happened?" he asked, scratching his head.

The unicorn answered his question, though she was obviously annoyed that the pegasus had not apologized for the mess she made, "You saved Rainbow Dash's life, is what you did, my dear fellow."

Sidus turned to her and politely asked, "And you are, madam?"

The unicorn swooned slightly, forgetting the mess, evidently she was not used to being called such a title.

"Such a gentalcolt. You may call me Rarity."

"I thank you for letting me rest in your home, Ms. Rarity…" She swooned again. "…But I'd like to know what happened."

"I saw the whole thing." Rarity answered, a smidge overdramatically. "After you heroically caught poor Rainbow here, you fell into an oddly placed hay cart that was sitting outside my boutique. You were unconscious, but Rainbow quickly came to, and we carried you inside."

"We carried?" Said Rainbow with a glare.

Rarity gently cleared her throat. "Er… I mean; Rainbow carried you in…" She quickly followed up with, "But I set up the couch your laying on."

"And it is very comfortable Ms. Rarity, but I'm afraid I've played enough for today. I must return to my duties."

Rarity wore a small pout as he rose from the furniture.

"Ms. Rarity. Rainbow Dash." He bowed his head to each of the mares as he spoke.

Rainbow started to respond but stopped. She asked, rather sheepishly.

"What's your name?"

Sidus flinched slightly, baffled by the question. He then thought to himself.

_I never gave her my name… that's not like me…_

He bowed to the two mares and said uniformly,"My name is Sidus, of the Night Guard."

Rarity piped in, "Night Guard? Ooh, that sounds important. What are you doing in Ponyville?"

Answering that question was becoming increasingly irritable to the pteronasus.

"I'm here on behalf of the princess…" He sighed to himself, assuming they would not understand his terminology. "…Princess Luna, to oversee the preparations for the Nightmare Night celebration. I was traveling with Ms. Twilight Sparkle until…"

Rarity interrupted him with a huff, "Oh! Twilight knew you were coming and did not bother to tell anypony else?" She sounded genuinely irritated.

Unsure of what he may have said to upset her, he quickly told her, "Well frankly, Ms. Rarity, I didn't know myself until this morning."

"Well, I guess that is excusable then. Are all the preparations to your satisfaction thus far, Sidus?"

"I've only been to Sweet Apple Acers." He said with slight gloom. "I'm really behind schedule."

Rarity tried to perk him up by saying, "As long as you are here, you can see some of the costume orders that I have filled."

He thought it over for a second, and then answered, "I guess, as long as I am here."

Rainbow piped in, "Have you finished my costume yet Rarity?"

She spoke again to the pegasus with irritation. Sidus had a feeling that these two did not enjoy each others company to often.

"It takes a while to make an accurate Wonderbolts costume Rainbow without copyright infringement, and besides I have all my other work cut out for me."

With her nose in the air, Rarity trotted over to a sizeable blue closet. Sidus craned his neck and observed her, cutie mark.

_Three diamonds. Makes sense._

The curly haired unicorn whipped her head towards the Night Guard and winked.

"I'm sure you will enjoy this, darling."

She proceeded to expose the inside of the wardrobe, and for the third time that day Sidus' jaw involuntarily dropped. Inside the closet were several dozen beautifully woven costumes of all shapes and sizes. He noted that many of them bore jewelry of some kind, and thus sparkled as the light of the setting sun hit them. He looked out the window.

_How long was I out? It was the middle of the afternoon when I…_

Sidus suddenly heard Rarity's voice penetrate his thoughts.

"...And this stylish, be it simple, ensemble is for a very interesting fellow who calls himself "The Doctor."

Sidus raised a brow in confusion, "Doctor Who?"

"He doesn't say." She replied. "Just, The Doctor."

"His costume is a fez and bow tie?" He quizzed.

She shrugged. "He says they're cool."

_I'll bet he's out of this world._ Sidus nodded in approval towards the costume. "It seems like you've made many excellent costumes, Ms. Rarity."

The unicorn fluttered her eyelashes at him. "Why thank you, Sidus."

He suddenly felt his cheeks turn pink. He gulped and started to reply, but Rainbow interrupted him.

"You're a little slow, Rarity, this stallion's already got his eyes on somepony else."

The pteronasus sharply turned to the blue pegasus; silver eyes wide and cheeks getting redder.

Rarity looked away, as if offended. "Whatever do you mean darling?"

Rainbow Dash hovered over to the Night Guard, wrapped her right foreleg around his neck, and gave him a soft noogie.

"This sly dog's got his sights on Fluttershy."

"Oh... Really…"

The unicorn sounded rather concerned all of a sudden. She daintily scratched her neck with her hoof, and then began to awkwardly look around the room.

Sidus released himself from Rainbow's hold and asked, "Is something wrong, Ms. Rarity?"

"No. Nothing... It's just... Um..."

"Oh come on, Rarity, spit it out." Rainbow said, uncouthly.

The white unicorn casually walked over to her friend and abruptly pulled her close in a huddle-like stance. She whispered so Sidus could not clearly hear.

"Don't you think it is a bit soon? It has only been two months after all. I don't think poor Fluttershy needs another stallion chasing after her right now."

"I beg to differ. I think a good date is just what she needs right now. Take her mind off being so mopey."

Rarity became exasperated. "How could you say such a thing Rainbow Dash? You know how she felt about Darkhorn."

Rainbow matched Rarity's irritation, and intensified it. "You don't need to tell me, he was my friend too! He was a friend to all of us!"

Rainbow looked at Sidus, sighed and resumed whispering to Rarity. "Look, I know we all grieve differently, but Fluttershy hasn't visited any of us in weeks. She needs to get back into life."

Rarity silently pondered. Sidus thought to himself as well.

_Who is this Darkhorn? Was he the hero Twilight talked about? Was that why she was at his shrine? Were he and she..._

Rarity returned to her normal volume. She smiled to her rainbow haired friend. "Perhaps you are right, Rainbow. I apologize for shouting."

Rainbow gently tapped Rarity on the shoulder. "It's ok."

The white unicorn turned her gaze towards Sidus.

"So what's your plan of attack, as it were?"

Sidus drew a blank.

"Um… I don't know? I've never done this before. It's a new experience for me."

The unicorn became flabbergasted, "Oh my! You've never dated before? Well, my dear fellow. Have no fear, Rarity the Matchmaker, is here to assist."

Rainbow Dash jumped up and began to hover. "Whoa, I sense girly frou-frou nonsense. I am out. Catch ya later, Sidus."

With a mock salute, the cyan pegasus flew out of the boutique and into the night. Rarity turned back to Sidus and gave him a toothy smile.

"Let the lessons begin. The first thing you should know about mares is…"

Sidus groaned.

_This is going to be a long night…_

Lyra Heartstrings began to impatiently tap her hooves. She had been waiting for her friend Bonbon for well over ten minuets. They had made dinner plans for the night and if they were not at the restaurant soon they would lose their table. Fed up with waiting, Lyra decided to get her friend and drag her to dinner, if she had to. She arrived at her friend's house and knocked on the door. No answer. She looked at the window; the lights were on. The unicorn knocked again. No answer. Lyra sighed. She stood on her hind legs and yelled up to the top floor of the building.

"Bonbon! Hurry up, will ya! We're gonna lose our table!"

No answer. Lyra harrumphed. She shifted her gaze from left to right, seeing if anypony was around. Using her magic, she silently turned the knob to Bonbon's door. It was unlocked. Confused, Lyra walked inside the house. She was about to call out for Bonbon again, but then she saw the bug-like creature standing over her unconscious friend. Its horn began to glow a sickly green and a similar aura surrounded her friend.

"Bonbon!"

The changeling turned his attention to the teal unicorn that had interrupted the feeding process. He snarled at her, secretly hoping she would flee so he could finish feeding. She stood her ground, more from fear then anything. The changeling took a step towards her and Lyra snapped out of her frozen state. She screamed at the assailant. The changeling lunged at her. She quickly ducked and he flew right out the door. Lyra quickly shut and locked it. She then turned her attention to her limp friend. She scooped up Bonbon with her hooves and cradled her. Salty tears began to roll down her face.

"Oh, Bonbon. Please be all right... You have to be..."

The cream-colored earth pony stirred in her friend's embrace. Through blurry tear soaked vision, Lyra saw her friend give her a weak smile. The teal unicorn smiled back and hugged tighter.

BANG.

Lyra turned her gaze to the locked door.

BANG. BANG.

It was trying to get inside again. The teal unicorn looked for something to use to defend herself. Using her magic, she pushed Bonbon's couch against the door.

BANG. BANG. BANG.

Lyra pushed the couch closer to the door, to stop it from entering. It continued to bash the door, undeterred by her actions. She began to pant, from exerting herself. She could not hold the couch any longer. As soon as it slipped from her grasp, the changeling burst through the door and sent the couch flying across the room and through a wall. The creature once again snarled at the teal unicorn. He began to chuckle at her.

"Looks like you're out of ideas."

He took a flying leap towards her, and she screamed.

"…Now while some ladies may appreciate being called 'Ms' or 'Madam', you should never refer to your special somepony as such, unless it is a special occasion or you want to be cute."

"Why not?"

"It just isn't done, my dear fellow."

"But…"

"Tut tut, Sidus. These are things you need to know, now repeat what we have learned thus far."

The pteronasus' ears drooped as he began to drone the 'laws of romance' that Rarity had been drilling into his head for the past two hours. She began to patrol the room back and forth; much like his father did when they practiced drills.

"Mares like attention, but do not smother them. Mares like spontaneity, but don't need it constantly. Mares like badcolts, but…" He gulped and hesitated at the word. "…love gentalcolts."

"And most important of all?"

He sighed, not wanting to say it, but he did anyway.

"No matter what the issue, she is always right."

"Exactly." She said in a matter-of-fact way. "Now the next lesson is…"

Sidus' ears suddenly perked up as they heard a scream in the distance. He stood up, instantly primed for action. Rarity tried to protest, evidently having not heard the plea for help.

"Sidus, we're not done yet!"

Without answering, Sidus galloped out the front door of Carousel Boutique and towards the cries of distress.

"That is very rude, you know! Have you not been listening to me!"

Spite-Wing huffed in anger as he stood over the two unconscious females. The cream one had been easy to overcome; getting ready for some event had distracted her. He had simply snuck into her home and waited for her to leave. As she did, he grabbed her from behind and flung her to the ground. Not having the ability to fly or wield magic, he quickly overpowered her. Her head had made contact with an end table and she was out like a light by the time she hit the floor. It was then he had heard a voice from the outside. He had foolishly paid the call, and the proceeding knocks at the door, no attention. He wanted to feed; and he had just begun the process, when the teal unicorn walked in. He tried to scare her off, but she did not budge. He had quickly decided to take her out as well and get two meals for the price of one. Unfortunately for Spite-Wing, his rash action was initially met by defeat, as well as dirt in his mouth.

After he had bashed open the door, using a magical ramming technique that his siblings usually used to bombard their prey, he had once again lunged at the teal unicorn. She had screamed, but he smacked her with his hoof, which sent her sprawling across the room. She was left unconscious all the same.

He tried to decide which one to feast on first. The teal on had been the most trouble, but he had already started on the cream one.

"Decisions. Decisions." He told himself.

"How about you decide to pick on sompony your own size." Said a distinctly male voice, from behind the changeling.

_More interruptions._

With a curl on his lip, Spite-Wing faced his challenger. It was a male with a dark blue coat and odd wings. He noted that the male was smaller then him. He began to chuckle to himself.

Sidus leered, "You dare laugh at a Night Guard?"

Spite-Wing held himself as tall as he could and sneered at the pteronasus.

"And where is this 'sompony' of my size? Has he retreated elsewhere?"

"I don't want to fight…" Sidus positioned himself for a struggle nevertheless. "…but if I have to, I will. Leave these mares alone."

With a sinister grin Spite-Wing countered, "Make me, short-stuff."

Sidus scraped his back right hoof against the dirt.

"You asked for it."

Wings open, Sidus thrust himself at the changeling. Spite-Wing quickly used a teleportation spell that moved him to the roof of the cream colored female's house. Sidus saw the changeling disappear in a flash of green. He also saw he did not have enough time to avoid crashing through one of the windows of the house. Quickly remembering a portion of Rainbow Dash's cloud seeding maneuver, he folded his wings to his side, and went hooves first through the glass. Thousands of the tiny crystalline shards burst from the window as Sidus exited the house. To avoid stepping on glass, Sidus opened his wings and hovered above the ground for a few feet. When he was clear of shards, he landed on all hooves and looked to the roof of the house.

On the roof, the changeling cocked his head in amusement. He sat back on his hindquarters and snidely clapped for his opponent.

"Well done, Night Guard. You managed to avoid stepping on glass."

"That's not all I can do!" Sidus retorted.

The pteronasus opened his wings again and flew directly at the changeling. Spite-Wing grinned to himself as he quickly charged up some magic. When his opponent was in range, he theatrically rolled his neck counterclockwise, and fired his spell at the pteronasus. The neon green energy blast would have maimed Sidus, if not for the sudden appearance of a purple energy bubble. As the green magic collided with the purple, Spite-Wing had a feeling if he stayed any longer he would surely be overwhelmed. With an angry grunt, he used his teleportation spell to return to the edge of the forest.

When the light from the magical collision died down Sidus was still hovering in the air above the house. He looked all around for the one who assisted him. He saw her enter the house through the door; he followed her, through the window. He saw her checking the two unconscious mares that suddenly seemed to be clinging to each other. She looked at him with all seriousness.

"Are they alright Ms. Twilight?"

With a sullen tone she replied, "They'll be fine. Just need a good nights rest in the hospital."

"Then what's wrong? What was that thing?" he asked.

She spoke, with obvious reserved anger. "That thing… is trouble."


	9. Lost Ground

**Chapter Seven:  
****Lost Ground**

Sitting on the office couch while waiting for the Mayor was taking too long; Sidus began to fidget. He pondered the likelihood of finding a yo-yo in the nearby toy box. He knew it was there for the foals, but he wanted to pass the time doing something other then just reading the same news about Sapphire Shore's new 'Spook-tacular' Nightmare Night album. The more he learned about the holiday, and it's trivial fun time nonsense, the more he disliked it. A swift progression of unpleasant thoughts suddenly occurred to him.

_What if Fluttershy likes Nightmare Night? What if she loves it? What if we have nothing in common? What if she is frightened of my wings? What if she hates me!_

Sidus began to have trouble breathing. His drastic exhalation overpowered his natural inhalation. Sidus closed his eyes and took a lungful of air and held his breath. As he sat there, he thought back on his radical thought process.

_Well… That escalated quickly. I can't think like that, there's no logic in it. _

Sidus slowly opened his silver eyes and looked at the ceiling tiles. He blew out most of his anxiety as sighed to himself.

_But what if she doesn't like me? I don't know how to handle that kind of rejection…_

"Sidus."

The pteronasus tilted his head down and saw a baggy eyed Twilight Sparkle.

"The Mayor will see us now."

He got up from the couch and followed the unicorn into the Mayor of Ponyville's office. Inside the office, the Mayor was addressing a blonde haired pegasus with a mailbag. She spoke with mild annoyance, but an understanding that Sidus could only guess at.

"…And if you drop one more shipment, Ditzy. I'll be forced to revoke your status as mailmare for a time. That is all, I have other business to attend to."

The grey pegasus saluted and quickly exited the office. As she passed him by, Sidus noticed her golden eyes abruptly skew in opposite directions, almost as if she wanted to avoid his or everypony else's gaze. Either that, or she has no control over her irises. Twilight spoke to the Mayor as she rummaged through some papers.

"Thank you for seeing us, Madam Mayor."

"A pair of my citizens were attacked, Twilight Sparkle. Making sure it never happens again is my number one priority." The older mare turned her attention to Sidus. "And this is the pegasus who saved them?"

"He's a pteronasus, from Castle Nocturnes, under orders from Princess Luna." Twilight corrected. "Yes, he did save Lyra and Bonbon."

"And you saved me, Ms. Twilight." Sidus added. "From that, thing."

The mayor asked Twilight. "You said that you knew what it was Twilight." She paused for a moment, and then asked. "What was it?"

With a brooding growl, the unicorn answered the Mayor's question with a single word.

"Changeling."

The Mayor gasped. Sidus had heard of the changelings from his princess. She had spoken of how they had almost taken over Canterlot. They were a dangerous enemy.

"But how?" The Mayor asked. "How did a changeling get to Ponyville? They've never been here before."

Twilight averted her eyes from the Mayor for a split second.

"No. They haven't."

Sidus questioned her movement.

_Why would Ms. Twilight lie? Have changelings been in Ponyville?_

"Sidus. You are a guard to the princess. You must have an understanding in this sort of matter. What do you think we should do?" The Mayor asked.

He thought it through. He had never dealt with changelings, besides the short-lived confrontation the previous night. He had little real world combat experience, let alone leadership experience. He usually left that sort of thing for his father or brother. He tried to think of what they would do in his horseshoes.

"Our first priority needs to be keeping order, and I believe the easiest way to do that would be not to tell anypony about the changeling. It would only cause a panic."

Twilight's voice cracked from her pitch, "Not tell anypony? Are you crazy? What about when it comes back?"

"Are you so sure it will come back Twilight?" the Mayor asked.

"I'm positive it will."

Sidus quickly responded to maintain his authority, "No disrespect, Ms. Sparkle, but only fools are positive about anything."

"And only a fool refuses to see what is in front of them, Sidus!" She yelled back.

She took a breath to calm herself, but continued with unhindered strength. "I've fought changelings before Sidus, but this one was different then the others."

"How do you mean?" He asked with a raised brow.

"He seemed more in tune with magic. He had an immensely powerful aura. I was just barely able to protect you from that spell he threw at you. Please Sidus, we need to warn everypony about this threat."

Sidus bowed his head and swore under his breath.

"Horse-feathers."

Sidus closed his eyes, and began to chew on his lip. He shook his head in frustration. He raised his head, eyes still closed.

"Madam Mayor. Tell the citizens of Ponyville to keep on their guard, but continue on with their normal routines. Don't tell them specifically what has happened, just tell them I will deal with the threat."

Sidus felt Twilight's distaste for his command even before he opened his eyes and saw her face. She had a look of broken trust and unemotional anger. She stomped out of the office without a word. The Mayor nervously looked to Sidus.

"Are you sure? Twilight isn't usually wrong about this kind of thing."

Sidus drooped his ears as he slowly left the office.

"I'm positive."

Several hours later, Sidus found himself sitting on a cloud, alone. After an apology visit to Carousel Boutique, which had not gone well, he learned that apparently everypony he had met in the town were the best of friends, and Twilight Sparkle's displeasure towards him had spread like wildfire. Though, Sidus was unprepared for the torrent of fury Rarity already held at his rudeness of the previous night. Those two elements combined proved to be a frightening sight, even for a Night Guard. _Like a mare scorned._ Sidus had thought to himself after the incident.

After that bit of unpleasantness, he had caught up on the duties he had neglected the previous day. The most notable moment of which had been an interesting encounter with a group of three small fillies with the intention of earning their cutie marks by jump-scaring ponies. After a three-pronged fright-fest, at the expense of the pteronasus, they had decided that scaring ponies was not something they wanted to pursue further.

Sitting on the cloud, he found himself thinking of his family again. He realized how much he missed being with them. He thought about how his brother would have handled this mission, had he gotten it. He probably would have sweet-talked every mare he met into falling head over hooves in love him. He had an irritating habit of wooing every sentient creature, let alone pony, of the fairer gender, or even the same gender for that matter. His father often said if he had not been so traditional he would have named Tenebris, Silver-Tongue instead. How would his father have done it? Probably would have declared martial law in the town. In fact, he probably would have canceled the event all over Equestria, if it were his choice. Thankfully, his father was not in charge, the princess was. How would have his…

"Hey! Sidus!" called a familiar voice. "What are you doing up here, all by your lonesome?"

He turned to Rainbow Dash, "Just thinking."

She lay down on the cloud in front of him and smiled sweetly. Sidus felt an odd shiver climb up his spine.

"Bout what?"

"Stuff."

"What stuff?" her smile grew in size.

"Do you need something, Ms. Dash? If not, I'd like to be left alone."

She rolled her eyes and ceased smiling. "Geeze, no wonder Twilight and Rarity are mad at you. Do you act like this all the time? Or are we Ponyville types the brunt of your broodiness?"

Sidus stood up to leave. Rainbow outstretched a hoof to stop him.

"Wait, wait. Hold your feathers. Don't give me that look; I know you don't have feathers… I just want to say, I understand your decision."

"You do?"

"Totally. Look, I haven't known you very long, only a day, but I know a loyal heart when I see one. You only want what is best for everypony, and if that means keeping them in the dark, then so be it."

Sidus' ears straitened themselves. He smiled to her and nodded in gratitude.

"Thanks Rainbow. You are a good friend."

"I know. I'm awesome… Now about Fluttershy…"

Sidus involuntarily began to blush again. He gulped, hoping Rainbow would not notice. She did, but did not comment.

"…You gotta just go for it. Whatever happens happens. She'll most likely be more scared of you, then you are of her."

Sidus' eyes shrunk.

Rainbow quickly followed up saying, "That's not what I meant. I mean she can be a little evasive to new faces."

_That makes me feel so much better. _He thought sarcastically with a roll of his eyes.

"I saw that mister. Come on, we're going to Fluttershy's. Right now."

She grabbed his hooves and began to tug him in the direction of her cottage. Sidus gulped again. _Oh dear…_

Spite-Wing stood outside the tree-like cottage. Its leaves were long since orange and brown. He read the words on the side of the small mailbox.

_Fluttershy? Belch, stupid pony name._

He had finally located the place where his sibling's aura was strongest. He felt dozens of other sentient creatures in and around the cottage; none of the lesser life forms were worth of any consideration. Alongside them, he felt a restrained strength. He assumed that it must be the owner, most likely one of the normal, or 'earth' ponies. Spite-Wing had always thought of earth ponies as the weakest of species.

_No magic, no flight, no use. _

He saw the door to the cottage swing open. The changeling promptly hid behind the fence. He peeked his head over and was surprised at what he saw. Out of the cottage, a yellow female pegasus was herding a small parade of tiny baby bunnies lead by a larger white male. He could just make out what she was saying.

"Alright little bunnies, follow Angel. He'll lead you to your mommies."

The white male seemed to salute the pegasus; he then militaristically marched forward with the little babies in tow, copying his march. The changeling cocked his head at the curious sight. He then mumbled to himself.

"Curious."

The wind suddenly shifted towards him and he caught a whiff of her scent. He almost lost control of himself. It was the same as the flowers he had smashed, but not only that, it also held the scent of his sibling. He sat there for a moment, rapidly brainstorming his next move. A sudden feeling to avoid potential oncoming danger interrupted him. A voice called from behind him.

"Who are you, and what are you doing here?"

Spite-Wing turned and prepared for a struggle, and a snack. He saw a pair of pegasi; a multi-colored female and the blue male with the odd wings from the previous night. His golden eyes shrunk, hoping that the male would not see through his disguise.

Sidus cleared his throat and asked again, "Who are…"

The changeling cut Sidus short by bringing himself to his full height. He spoke in a slightly unsteady, but ultimately in control, voice.

"I am so sorry for the rudeness, you caught me off guard. I am Spite-Wing. And you two are?"

"I'm Rainbow Dash. This is Sidus." Rainbow answered.

"A pleasure, Ms. Dash."

"Oh, for Celestia's sake…"

"And you as well, Sidus. Am I to assume you are, Night Guard?"

Sidus glared questioningly at the black stallion. "Yes. You know of us?"

"Only by reputation, I am a… traveler, you see."

"So you're new in town?" Sidus asked.

"Oh yes, I've only just arrived."

"Wow." Rainbow said, "Two newcomers in two days. Pinkie is gonna have a field day."

Spite-Wing sneered at the memory of the annoying pink female.

"You look like you've already met Ms. Pie." Sidus joked.

His sarcasm did not stop Rainbow from slapping the back of his head. He knew he had deserved the hit, but that did not stop him from regretting it. Rainbow continued to talk to the black pegasus.

"What are you doing in Ponyville, Spite-Wing? That's kind of an odd name."

"Like I said, I am a traveler. I hail from south of the Badlands, far from Equestria."

Along with learning their language, Spite-Wing had also acquired extensive knowledge of the land's geography.

"Interesting. I'm actually from Cloudsdale, originally. So is Fluttershy. The mare that live in this cottage."

"Ah yes, I was observing it. Quite lovely." The changeling turned to the pteronasus and smiled with hidden malice. "Don't you think so, Sidus?"

"Indeed."

There was a proceeding silence that was edgy to all parties involved. Rainbow broke the silence with a stretch of her wings and a fake yawn.

"Well, I'm bushed. I should run along home."

The changeling took a chance, "May I accompany you, at least to town. It would be nice to know somebo… erm… somepony before entering."

"Sure, why not." Rainbow leaned over to Sidus and whispered to him, "You are ready for this, now just do it." She turned to the black stallion, "Come on you. Let's find Pinkie Pie."

As they trotted towards town, the changeling grinned.

_Let's not._

As Sidus watched the two pegasi leave, he had a terrible feeling in the pit of his stomach. He dismissed the feeling as anxiety. He turned towards the cottage and suddenly felt very small. He chewed on his lip. He walked, more crept, to the front door of the cottage. He swiftly knocked twice and retreated back behind the fence. He waited several seconds. Nothing happened. Sidus gulped.

_This won't end well…_


	10. Fair Feathered Friend

**Chapter Eight:**

**Fair Feathered Friend**

Sidus thought if he bit his lip any harder he would draw blood.

_Ok Sidus, you can do this. You just gotta go up, and talk to her. Maybe a trial run will ease my nerves._

Sidus picked himself up, puffed out his chest and began to strut.

"Hello Ms. Fluttershy. I am Sidus, of the Night Guard."

He jumped to his left and spoke as feminine as he could. "Oh, hello Sir Sidus."

He jumped back to his right, and bellowed, much like his father would when he laughed, not that he ever did.

"Ha-ha-ha! No need to call me 'Sir' milady, it's just Sidus. I was wondering if perhaps you would like to accompany me to a social gathering amongst our peers?"

"I don't know. I've got things I need to do. Perhaps another time."

"May I inquire when a more appropriate time would be?"

"I just don't know. I'll call for you."

"But I'll only be here another additional day?"

"Then maybe you should not be gallivanting after a mare, when you should be doing your job."

"But I caught up from yesterday?"

"That's not good enough, remember what the princess said? Everything must be perfect."

Sidus ears folded down. "I guess you're right… me?"

He looked around him. _I hope nopony saw that._

Suddenly a duck waddled in front of the pteronasus. He cocked his head to the side. The duck copied his movement. The duck opened its bill. Sidus' eyes opened in response. The duck closed its bill. Sidus breathed a sigh of relief. The duck abruptly sneezed. The pteronasus jumped back. He stood on one hoof and coiled the other three around his body in defense. He raised a hoof to his lips and shushed the duck. The duck ruffled its feathers and quacked softly.

"Hush duck." Sidus whispered.

In defiance, it quacked back.

"Hush duck." He whispered again, louder this time.

It quacked again. Sidus was getting peeved.

"Hush. Duck."

The duck quacked in hostility. They stared each other down. A silent contest was issued. The wind blew and the leaves scurried away. Sidus narrowed his eyes at the duck. It looked back at him. Silver eyes stared at black ones. Sidus blinked. The duck quacked.

"That's it!"

Sidus pounced at the duck. It unfurled its wings and fluttered out of danger. Sidus' face smashed into the dirt, but he quickly recomposed himself and unleashed his own leathery wings and soared above the small, feathered mammal. He dived down to catch the creature, but it once again evaded his catch. His four hooves hit the dirt with a thud. He looked around for the duck, but it was no longer in sight. He walked in a full circle. Nothing. He looked beneath himself. Nothing. He looked on his back, and there it was, picking at an insect in its feathers. It gulped the bug down and stared at Sidus. It quacked in his face, and then bit his nose with an audible 'honk'. Sidus cried out. The attack had not hurt; it just startled him. He began to shake his head back and forth to remove the waterfowl. The duck removed its grip on his nose and it went flying in the air. With grace, it floated to the ground. Sidus resumed a battle stance, but his eyes shrank at the sight that greeted him. Alongside the antagonistic duck, was a coven of chickens, ready to aid their feathered friend. Sidus gulped and raised a brow.

"Who's… first?"

It was a decisive strike; the words crush, thrash, and trounce came to Sidus' mind more then once. The duck lead the chickens into an all out brawl against the pteronasus. The sheer speed they shared was enough to catch him off guard. They climbed on top of him and drove him to the ground. They to pecked, scratched, and bit him. They tumbled along and kicked up so much dust they could not see where they were going, until a booming voice broke the chaos.

"Stop this fighting! Right now!"

When it did not break off, an immensely powerful feeling overwhelmed all involved. They instantly stopped and stood at attention. Sidus felt compelled to do the same. The dust settled and Sidus saw that the booming voice had come from the yellow pegasus. She was staring intently at all the chickens; they looked ashamed. She began to pace, much like his father would during a lineup. Her voice was unbelievably soft; especially compared to the authority she had shown a moment ago.

"Who started this?"

All in the lineup pointed to Sidus. He looked to all of them, offended. He noticed the duck was standing right next to him. He pointed to the creature with great emphasis. Fluttershy raised a brow at him. He sighed and pointed to himself. Not taking her eyes off him, she spoke to her chickens.

"You can all go to your coops now."

The chickens waddled away. The duck started to creep after them, but the yellow mare looked at him and it snapped back to attention.

"Not you…"

Sidus decided it may be best to cut his losses, and retreat. He also tried to escape as quietly as possible, but she called out to him.

"…Or you."

He snapped his head back to her, and stared into her eyes. They were like looking into black pools that told him to stay. He resumed his position next to the duck. Her stare receded in intensity, and Sidus looked into them even closer. They now reminded him of a perfect blue sky with no clouds. Her soft voice pierced his thoughts.

"Excuse me, you're Sidus, yes?"

Sidus quickly shook out the cobwebs in his mind and resumed a military stance. He raised a salute.

"Yes ma'am, Sidus ma'am, of the Night Guard… ma'am."

Fluttershy looked at the pteronasus with confusion. Sidus looked down at the duck, mostly for moral support. The duck raised a brow at him. Sidus narrow his eyes at the duck.

"Don't you look at me like that… duck."

The yellow mare stifled a chuckle. A thought came to Sidus. He turned to the duck, and winked. He then stood up on his hind legs, and put up his fore-hooves as if he was going to box the waterfowl.

"Come at me, duck!"

The duck cocked its head to the side and lightly quacked. Sidus looked at the duck with desperation. The duck looked to Fluttershy, then back to Sidus. It thought for a second. It then realized what its former adversary wanted. It made a sound that sounded like 'Oh'. It ruffled up its feathers, spread its wings, began to flap them vigorously, and ran at the pteronasus. It quacked with faux-ferocity. Normally, Sidus' primary instinct would be to face his attacker, but this situation required a more diplomatic approach. As the duck gained ground, Sidus turned a one-eighty and fled. His legs kicked up so much dust, that a trail followed behind him. Hither and thither, the duck chased after the Night-Guard. He chanced to hear the mare giggle, and stopped running. What Sidus failed to realize, was the duck had continued the chase, and it slammed into his flank with such force that the pteronasus flipped twice, head over hooves, and his head became implanted into the soil. He pulled his head out of the ground, and everything went fuzzy.

"Tee-dee…" He said as he outstretched his limbs and jazz-hooved.

He then fell on his back, out cold.

"Stop squirming!" Spite-Wing yelled. "This will be over quicker, if you stop resisting!"

He had begun the cocooning process on the blue pegasus, but she was proving to be difficult to slow down.

"I'll never stop, you freak! Let. Me. Go!" She shouted as she tried again to break free from the green goo that slowly enveloped her further.

Rainbow Dash had found herself in a tight spot. She had thought the stallion she met at Fluttershy's cottage was just that; but he was no stallion, he was a changeling.

"What do you want with me!" She shouted.

"Isn't it obvious?" he said with a grin.

His horn glowed and with a flash of green light Rainbow saw him, become her. The changeling cleared his throat and spoke in her voice.

"I hope this gets the point across."

Spite-Wing began to chuckle as Rainbow's eyes grew wide in terror. Fangs grew from the changeling's mouth and he approached the blue mare, chuckling as she cried out from the pain of his bite.

Sidus' eyes quivered open. He grasped his head with both his hooves.

_First my back, and now my head. What else could hurt me in this town?_

He looked at his surroundings.

_Walls of wood, floors of wood, bed made of wood. Must be in a tree house._

He saw a grumpy looking white rabbit hop into the room. He folded his little arms and began to tap his foot.

"Yes?" Sidus questioned.

The bunny rolled his eyes and pointed out of the room.

"You want me to follow you?"

The bunny nodded, with obvious derision.

Sidus whispered to himself. "Alright… grumpy bunny."

As he exited the bed, a wayward carrot smacked him in the back of the head. He turned to see the bunny was gone, and in his place, the duck from earlier was munching on another carrot. It quacked at him and carrot spewed all over the floor.

"Way to go, duck. Who's going to clean up this mess?"

"Probably me." said a soft voice from the hall.

The yellow pegasus entered the room, and suddenly the room seemed brighter. Sidus sighed, and then involuntarily smiled at her. She did not seem notice, because she turned her attention away from him.

"Angel. Close that shade, you'll blind our poor guest."

Sidus turned to his left and saw the bunny had opened the window blind. The pteronasus blushed to himself as Fluttershy closed the blind. She turned back to him.

"Now Sir, I'd like you to get back into bed and lie still."

He did as he was told. He began to chew on his lip. She turned to leave, when he blurted out.

"Miss Fluttershy!"

"Yes?" She replied.

"Um… We haven't been properly introduced. I am Sidus, of the Night Guard." He saluted with gusto.

She giggled, "Hello Sidus. I'm Fluttershy, but you seem to already know that."

"Oh, right… Um… Ms. Sparkle… told me about you."

"Oh? Why did you ask Twilight about me?"

Sidus gulped. "I was… curious…" He trailed off, but quickly added. "About everypony!" He sheepishly laughed and blushed again.

Fluttershy giggled again. "You're silly. It's been awhile since I've laughed like that."

"I don't see why a mare as pretty as you wouldn't laugh more often?"

She suddenly lost her smile, folded her ears down, and looked away. His overconfidence had overshadowed his logic, which had caused his to speak his mind. He folded his own ears in shame.

"Apologies, ma'am. I did not mean to be so disrespectful."

"It isn't your fault Sidus, but… I recently lost somepony close and I…" Her voice trailed off as she held back a tear.

"No worries, Miss Fluttershy, I understand the feeling of losing somepony you love."

She raised her head to look at him. He could see it was taking all her strength to hold back her sadness.

"You do?"

"Yes…"

A single tear unexpectedly came to his own eye and rolled down his face. He was shocked silent by the sudden appearance of it. They sat is silence for several moments, until Angel hopped over to his owner and tugged on her hoof. She looked down at her pet as he offered her a chair. She smiled at Angel and took the chair and sat next to the pteronasus.

"So… Sidus, you have a very interesting name. How did your parents come by it?"

He finally wiped his tear away, and sat up.

"When I was born, there was an unusually bright star in the sky. My mother wanted to name me Starshine, but my father wanted me to have a more..." Sidus pondered an appropriate term, "Elegant and traditional name. So he named me Sidus; which means star, in the old pteronasus language. At least, that's the way my brother tells it."

"Your brother?"

"Yeah. Tenebris. Thick as thieves, we are… Or were. We have not spent as much time together as we used to."

"Why not?" She asked.

"Because he is usually off on assignment. He is always the first to volunteer, especially if it's going to be dangerous."

"And you? You don't volunteer?"

Sidus scratched the back of his neck. "To be honest, I don't leave the castle much. I like familiarity, and if I never go on a dangerous adventure, that'll be fine by me."

Fluttershy looked away from him. "That sounds wonderful, not having dangerous adventures, I mean. I've had one too many brushes with the pale horse to suit me."

Sidus chuckled to himself, "Really? You don't seem the type, if you mind me saying."

Fluttershy shook her head.

"I don't mind. I'm usually with my friends when all the danger happens, and we always end up okay."

"Regale me, if you don't mind."

"I don't know…"

"I may not care for actual adventure, but I love a good story."

"Alright, well, it all started when…"

Rainbow Dash hung upside down. The green goo was almost done covering her head. The changeling's poison had done its work; she was loosing consciousness. Just before she passed out she saw the changeling fly away, in her body, towards Ponyville.

Sidus sat in the bed, dumbfounded.

"Wow… Just… Wow…"

"You seem a bit, surprised." The yellow mare said.

"Can you blame me?" Sidus replied with excitement, "You have single hoofedly, taken on dragons, a cockatrice… and not to mention, you and your friends have saved Equestria more times then I can count. You are amazing!"

Fluttershy turned away from him and began to blush.

"Thank you Sidus. It's really my friends who do most of the work."

She began to turn away from him, but he quickly grabbed her foreleg with his hoof and turned her back to him. He looked her straight in the eyes and said,

"Don't you ever sell yourself short. You are brave. You've saved Equestria, and everypony here in Ponyville. In my book, that makes you a hero. And our heroes are always the best of us."

Sidus got out of his bed and stood as straight as he could.

"Miss Fluttershy. Would you like to be my companion at the Nightmare Night festivities tomorrow?"

Fluttershy stared at Sidus, unsure what to think. She turned to look at Angel. He looked at the pteronasus from head to hooves. He then turned to his owner and nodded with approval.

She back turned to Sidus and said with a smile, "Yes."

In the darkness of her room, Pinkie Pie lay on her bed, cuddling a teddy bear owned by Pound Cake. She had finally stopped crying, but she still felt that something was missing inside her, as if her free spirit was somehow gone. A knock came from her door.

"Go way." She weakly cried out.

"Pinkie dear…" It was Cup Cake. "…one of your friends is here to see you."

"I don't want to see anypony." She replied.

Her own voice felt foreign to her, which in turn made her even sadder. She stuffed her face into her pillow and hugged the teddy closer to her.

The door opened, and in walked Pinkie's visitor. She pulled her face up from the pillow. In the darkness of the room, she could just make out the silhouette of her friend.

"Dashie?"

"Yes Pinkie Pie…" She replied with a crooked grin. "It's me."


End file.
